Key Quantitative Figures (FY 2025-26 vs. FY 2024-25)

  • Revenue from Operations: ₹154.52 Lakhs (Previous Year: ₹205.30 Lakhs)
  • Other Income: ₹1.37 Lakhs (Previous Year: ₹4.07 Lakhs)
  • Total Revenue: ₹155.90 Lakhs (Previous Year: ₹209.37 Lakhs)
  • Total Expense (Excl. Depreciation): ₹139.98 Lakhs (Previous Year: ₹203.82 Lakhs)
  • Gross Profit before depreciation and tax: ₹15.92 Lakhs (Previous Year: ₹5.72 Lakhs)
  • Depreciation: ₹10.33 Lakhs (Previous Year: ₹0.17 Lakhs)
  • Net Profit Before Tax: ₹5.59 Lakhs (Previous Year: ₹5.55 Lakhs)
  • Tax Expense: ₹1.41 Lakhs (Previous Year: ₹1.40 Lakhs)
  • Net Profit After Tax: ₹4.18 Lakhs (Previous Year: ₹4.16 Lakhs)
  • Earnings Per Share (Basic & Diluted): ₹0.023 (Previous Year: ₹0.023)
  • Balance of Profit Brought Forward: ₹108.10 Lakhs (Previous Year: ₹104.78 Lakhs)
  • Transfer to General Reserve: ₹0.84 Lakhs (Previous Year: ₹0.83 Lakhs)
  • Surplus Carried to Balance Sheet: ₹111.45 Lakhs (Previous Year: ₹108.10 Lakhs)
  • Share Capital: ₹18,40,34,850/-

Dates of Action

  • AGM Date: Tuesday, June 30, 2026, at 09:00 A.M.
  • Cut-off Date: Tuesday, June 23, 2026
  • Book Closure: Wednesday, June 24, 2026, to Tuesday, June 30, 2026 (both days inclusive)
  • E-Voting Period: Begins Friday, June 26, 2026, at 09:00 A.M. and ends Monday, June 29, 2026, at 05:00 P.M.

Parties Involved

  • Statutory Auditor: M/s. J Singh & Associates, Chartered Accountants, Mumbai
  • Internal Auditor: M/s. Ravjani Jemani & Company, Chartered Accountants, Ahmedabad
  • Secretarial Auditor: M/s. Amruta Giradkar & Associates, Practicing Company Secretaries, Mumbai
  • Registrar and Share Transfer Agent: M/s. Satellite Corporate Services Pvt. Ltd., Mumbai
  • Scrutinizer for E-Voting: M/s. Amruta Giradkar & Associates
  • Banker: HDFC Bank Limited

Board of Directors (as of March 31, 2026)

  • Mr. Rajiv Kotia (Chairman & Managing Director, DIN:00135912)
  • Mr. Bakulesh Oza (Non-Executive Director, DIN:01697105)
  • Dr. Subodh Singh (Independent Director w.e.f. 17.06.2025, DIN:11147999)
  • Ms. Moksha Shah (Independent Woman Director, DIN:10671318)
  • Mr. Avinash Nolkha (Independent Director upto 17.06.2025, DIN:08463871)

Key Managerial Personnel

  • Chief Financial Officer (CFO): Mr. Pradipkumar Vaghela
  • Company Secretary and Compliance Officer: Ms. Shruti Asati (Membership No: A63929)

Changes in Directors during FY 2025-26

  • Mr. Subodh Kumar Singh was appointed as an Independent Director on June 17, 2025.
  • Mr. Rajiv Kotia was appointed as Managing Director on July 1, 2025.
  • Mr. Avinash Nolkha resigned from the office of Director on June 17, 2025.

Regulatory and Legal Matters

SEBI Order Dated 08.10.2025 (Ref: WTM/AN/IVD/ID5/31713/2025–26)
  • Issued against Mr. Rajiv Kotia (Promoter).
  • Directed Mr. Kotia to sell excess shares (~1.54% shareholding) exceeding the permissible threshold of 15%.
  • Required the deposit of sale proceeds into the Investor Protection and Education Fund (IPEF) within three months.
  • Barred certain family members of Mr. Kotia from participating in securities markets for three months.
  • Required a compliance report to be submitted to SEBI within two weeks after divestment.
  • Compliance Status: The disclosure states Mr. Kotia successfully divested the excess shareholding and deposited the proceeds into the IPEF within the stipulated timeline. A compliance report was submitted to SEBI.
SAT Order Dated 29.04.2025
  • Related to a review application concerning historical alleged violations of the erstwhile SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.
  • The SAT rejected the review application but set aside a specific direction (para 26) of an earlier WTM order (July 07, 2020) and remanded the matter to SEBI for limited reconsideration.
  • All other findings of the SAT Order (August 24, 2022) and the WTM Order (July 07, 2020), including an Adjudicating Officer (AO) Order dated May 18, 2020, were upheld.

Dividend and Reserves

  • Dividend: No dividend proposed for the financial year 2025-26.
  • Reserves: An amount of ₹0.84 Lakhs (20% of PAT) was transferred to a special reserve account in compliance with Section 45 IC of the RBI Act.

AGM Business

Ordinary Business

1. To receive, consider, and adopt the Audited Financial Statements for FY ended March 31, 2026, along with the Board and Auditor's Reports.

2. To re-appoint Mr. Bakulesh Mafatlal Oza (DIN: 01697105), who retires by rotation.

Capital Structure

  • The company did not issue any shares with differential voting rights, stock options, or sweat equity during the year.
  • No director held instruments convertible into equity shares as of March 31, 2026.

Related Party Transactions

  • The disclosure (Annexure II - Form AOC-2) states there were no materially significant related party transactions that could have had a potential conflict with the company's interests.
  • All transactions were in the ordinary course of business and at arm's length.

Internal Financial Controls

  • The company maintains adequate internal financial controls commensurate with its size and complexity.
  • The Internal Auditor reports directly to the Audit Committee. No material weaknesses were observed during the year.

Other Material Disclosures

  • Deposits: The company did not accept any fixed deposits during the year.
  • Subsidiaries/JVs/Associates: The company did not have any holding, subsidiary, joint venture, or associate companies during FY 2025-26.
  • CSR: The company's financial position did not mandate the implementation of CSR activities under Section 135 of the Companies Act, 2013.
  • Loans/Guarantees/Investments (Sec 186): Not applicable to the company as it is an NBFC engaged in the business of loans and advances.
  • Insider Trading: A comprehensive Code of Conduct is in place pursuant to SEBI (PIT) Regulations, 2015.
  • Vigil Mechanism/Whistle Blower Policy: The company has an adopted policy, and no complaints were received during the year.
  • Sexual Harassment: No complaints were received under the POSH Act, 2013, during the year.

CIN

L65910GJ1993PLC018956